Purchase Order Terms and Conditions

1. 1)    TERMS:  This Purchase Order (“Order”) constitutes the exclusive offer of Renco Electronics, Inc., a member of the Standex Electronics Group (hereinafter “Buyer”) to the Seller with respect to the matters contained herein and supersedes any previous oral or written communications or understandings between the parties.  Any additional or different terms or conditions stated by Seller in acknowledging receipt of this order or in any other writing are hereby objected to and shall be void unless expressly agreed to by a purchase order amendment alteration issued and signed by Buyer.

   2)    CHANGES:  (a) This Order, when accepted, shall supersede all prior understandings, transaction, and communications, whether oral or written, pertaining to the subject matter hereof.  The terms and conditions appearing on both sides of this Order, together with any written instructions issued hereunder, constitute the complete and final agreement between Buyer and Seller and no agreement or other understanding in any way purporting to modify the terms and conditions hereof shall be binding upon Buyer unless make in writing and signed by Buyer's authorized representative.  Buyer reserves the right, by written change Order, to make changes in the quantity, specification, delivery date and shipping instructions of the Order, and there shall be an adjustment in the purchase price and/or the delivery schedule as is equitable and mutually agreeable to Buyer and Seller. Seller shall submit to Buyer proposed adjustments within fifteen (15) calendar days of each change Order.  Buyer's determination of adjustments, if any, shall be final and binding on Seller.

2. No deviation from samples, specifications, drawings and/or other descriptions furnished or adopted by Buyer shall be made or accepted prior to written approval.  In event changes are made without such approval, Buyer may cancel any or all of this Order with liability.
3. This Order may be cancelled by Buyer without liability in the event of proceedings under the Bankruptcy Act filed by or against Seller or in the event of an appointment of a receiver, Trustee, or Assignee for the benefit of creditors for Seller.

14)  ASSIGNMENT:  No assignment or transfer in whole or in part of this Order or any monies due to become due hereunder shall be binding upon Buyer without its prior written consent.  Payments whether to Seller or any assignee shall be subject to set off or recoupment for claims which Buyer may have against Seller, however arising.  No assignment shall relieve Seller of its primary liability under the terms and conditions of this Order unless consented to in writing Buyer.

15)  WARRANTY:  Seller warrants that each article delivered hereunder and the materials and components incorporated therein shall be free from defects in material, workmanship and, if designed by Seller, design, shall satisfy all requirements of samples, drawings and specifications referred to or incorporated herein or supplied by Seller in connection herewith and shall be merchantable and fit for Buyer's intended purpose.  Seller further warrants that any services ordered hereunder or work performed in connection herewith will be done by careful, efficient. qualified persons in the best and most workmanlike manner and will conform to the highest standards applicable in the field.  This warranty shall survive acceptance and payment by Buyer.  Articles not in conformity herewith, at Buyer's option and at no expense to Buyer (i) may be retained by Buyer at an equitable adjustment in price,  (ii) at Buyer's option may be corrected in place by Seller or by Buyer at Seller's expense. Seller assumes all risk of loss or damage to goods returned by Buyer while same are in transit and defective or nonconforming goods shall not be replaced by Seller absent specific authorization from Buyer.  Seller agrees to indemnify and save Buyer harmless from any loss, penalty, or damages arising out of or related to any breach of warranty.  It is understood and agreed that tender of nonconforming articles will substantially impair the value of this entire Order and may cause Buyer special damages.  The warranties, rights and remedies provided to Buyer herein are not exclusive and are in addition to any other warranties, rights and remedies provided by law or in equity, all warranties expressed or implied, all rights and remedies being cumulative.  Seller must notify Buyer of any changes in product or process, change of suppliers, or change of manufacturing facility location.  The Seller must flow down to their supply chain all applicable requirements including Buyer’s customer requirements.  Seller must notify Buyer 12 months in advance of any and all product terminations or obsolescence.  Seller must have available for Buyer’s review a disaster recovery plan. Seller is expected to comply with the terms of Buyer’s Supplier Code of Conduct found at www.standex.com/corporate-governance.

16)  REMEDIES.  The individual remedies reserved in this Order shall be cumulative and additional to any other or further remedies provided in law or equity or in this Order.  No waiver of any breach of any provision of this Order shall constitute a waiver of any other breach or of such provision,

17)  ADVERTISING:  Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the goods or services, herein ordered, or use any trademarks or trade names of Buyer in Seller's advertising or promotional materials.  In the event of Seller's breach of this provision.  Buyer shall have the right to cancel the undelivered portion of any goods of services covered by this Order and shall not be required to make further payments except for conforming goods delivered or services rendered prior to cancellation.

18)  GOVERNMENT COMPLIANCE:  Seller agrees to comply with all federal, state and local laws, executive orders, rules, regulations and ordinances which may be applicable to Seller's performance of its obligations under this Order.

19)  GOVERNING LAW:  This order is to be construed according to the laws of the state from which this Order issues as shown by the address of Buyer on the face side of this order, excepting choice of law provisions of such state.

20)  TAXES:  Federal manufacturers’ or retailers’ excise and state and local sales or use taxes, when applicable, shall be billed to Buyer as separate items.

21)  SOURCE INSPECTIONS:  All work performed under this Order may at Buyer's sole option be inspected or tested by Buyer or its representative at the Seller’s facility or any other location deemed necessary by Buyer to determine if any risks may exist.

22)  CONFLICT MINERALS: To enable the Buyer to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Seller is required to report with their quotation or proposal the existence of any “Conflict Minerals” (defined as: tantalum, tin, tungsten and gold) in products or parts to be provided under this Purchase Order.  The report will identify the country of origin of any Conflict Minerals, whether the Conflict Minerals came from scrap or recycled sources, whether the Conflict Minerals came from a “Covered Country” (defined as: Democratic Republic of Congo, Burundi, Central African Republic, Tanzania, Zambia, Angola, Rwanda, South Sudan and Uganda), whether the Conflict Minerals from the Covered Countries directly or indirectly finance armed groups and the Seller’s process for determining and verifying the information provided.  If there are any changes to Seller’s supply base in regard to this provision that affect Seller’s certification, Seller is required to send an amended certification to Buyer. Buyer reserves the right to request any additional information on Conflict Minerals associated with this Purchase Order necessary to comply with this legal requirement and Seller will make good faith efforts to provide the requested information.

10)  INVOICES/PAYMENT TERMS:  Seller shall furnish invoices as specified in this Order, or as directed on the applicable shipment release. Seller shall include on each invoice the number of this Order and the location of the destination facility. Buyer shall pay Seller’s invoice at net seventy-five (75) days.

11)  EXPORT/IMPORT:  For each international shipment, Seller shall include a priced invoice with the master packing slip and upon request shall furnish all other required documents.  Export credits shall belong to Buyer.  Seller upon request shall furnish all documents required to obtain export credits and customs drawbacks and shall identify the county of origin of the materials used in these goods and the value added thereto in each country.

12)  INDEMNITY:  Seller agrees to indemnify the Buyer, its agents or employees and anyone selling or using any of Buyer's products, and to hold each of them forever harmless from and against all suits, administrative proceedings, claims, damages, judgments, liabilities, interest, attorney fees, costs and expenses of any kind or nature whatsoever whether arising before or after completion of the delivery and installation of the goods covered by this Order, and in any manner directly or indirectly caused, occasioned or contributed to or claimed to be caused to contributed to by reason of acts, omissions, faults, breach of express of implied warranty, breach of any of the provisions referenced under Section 18 of this Order, or negligence, whether active or passive, of the Seller, or of anyone acting under its direction or on its behalf in connection with the goods and any services furnished by the Seller to the Buyer under this Order.

13)  PROPRIETARY RIGHTS:  (a) Seller at its expense will investigate and defend or otherwise handle, or at Buyer's option provide all reasonable assistance to Buyer in Buyer's investigation, defense, or handling of every claim that may be brought against Buyer or against those selling or using any product of Buyer for any alleged infringement of any present or future patent, copyright, industrial design right, or other proprietary right, based on the sale or use of the goods hereof (i) alone, (ii) in combination by reason of their content, design or structure, or (iii) in combination in accordance with Seller's recommendations. Seller will pay all expenses and damages that Buyer and those using or selling Buyer's products may sustain by reason of each such claim.

Seller grants to Buyer a nonexclusive, royalty fee, irrevocable license to rebuild and have rebuilt the goods purchased by Buyer under this Order. All technical information disclosed heretofore and hereafter by either Seller to Buyer, or to Buyer to Seller, in connection with this Order is disclosed on a confidential basis, unless the parties otherwise specify.

9)    PACKING SLIPS AND BILLS OF LADING:  (a) Seller shall obtain a straight bill of lading from the carrier and shall include on each packing slip and bill of lading the number of this Order and the location of the destination facility.

Seller shall include a numbered master packing slip with each shipment.  If less than a carload or truckload is being shipped, the slip shall be included in one of the packages which shall be marked "Packing Slip Inside."  In carload and truckload shipments the master packing slip shall be enclosed in an unsealed envelope that is affixed near the door on the inside of the freight vehicle. Seller shall retain the original bill of lading for three years from the date of shipment unless otherwise directed by the Traffic Manager at the destination facility.

7)    EXCUSABLE DELAYS/FORCE MAJEURE:  Neither Buyer nor Seller shall be liable for a failure to perform that arises from causes or events beyond its reasonable control, without its fault or negligence, or due to a force majeure event. In such event, Buyer at its option may acquire possession of all finished goods, work in process. and parts and materials produced or acquired for Buyer hereof, and Seller shall deliver such goods to Buyer, at Buyer's option F.O.B. carrier, Seller's facility or F.O.B. Buyer's facility, freight collect.

8)    PACKING, MARKING, TOOLING, ROUTING AND SHIPPING:  (a) Seller shall pack and ship the goods in accordance with the requirements of Buyer and the carrier transporting such goods.  Seller shall mark each package in accordance with Buyer’s instructions and relevant carrier and industry standards.  Seller shall reimburse Buyer for all expenses incurred by Buyer as a result of improper packing, marking, routing. or shipping.

Upon request, Seller shall advise Buyer with regard to packing, marking, routing and shipping that will enable Buyer to secure the most economical transportation rates. Seller shall not charge separately for packing, marking, or shipping, or for materials used therein, unless Buyer specifies in writing that it will separately reimburse Seller for such charges, in which case Seller shall add such charges to the invoice as a separate item and attach thereto appropriate supporting date. Buyer may require shipment to any of the goods by a more expeditious method of transportation if Seller fails to meet the shipping requirements of this purchase order, and Seller shall bear the cost difference of such transportation unless such failure is due to an excusable delay of Section 7. Seller shall be responsible for any loss, damage, or injury which results from, or occurs during, shipment of goods F.O.B. Seller's Plant via Seller's vehicles. Tooling supplied by Buyer shall be prominently marked and segregated as Buyer’s property.

3)    QUANTITIES AND PRICE:  The specific quantity ordered must not be changed without Buyer's permission in writing.  Any excess delivered may be returned at Buyer's option and at Seller’s risk and expense.  Buyer’s count shall be accepted as conclusive on all shipments not accompanied by a packing slip.  This Order must not be filled at higher prices than appear on the face hereof, unless approved by Buyer in writing prior to shipment.  Seller guarantees that the prices charged for the goods covered by this Order are not in excess of the prices charged to any other customer for the same type of items, in similar quantities.  Unless otherwise agreed to in writing, price includes charges for boxing, crating, packing, storage and handling.

4)    DELIVERY SCHEDULE:  Unless otherwise agreed in writing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule.  It is Seller's responsibility to comply with schedule, but not to anticipate Buyer’s requirement. Goods shipped to Buyer in advance of schedule may be returned to Seller at Seller’s expense and risk.

5)    INSPECTION:  All goods shall be received subject to Buyer's rights of inspection and rejection.  If rejected, materials will be held for disposition at expense and risk of the Seller.  No goods returned as defective are to be replaced without a formal replacement order.  Notwithstanding the foregoing, if materials received are defective, and supply or timing does not permit return or replacement, Buyer shall have the option, following notification of Seller, to rework such goods at Seller's expense. Payment of goods prior to inspection shall not constitute acceptance thereof and is without prejudice to any inspection or count by Buyer and all claims that Buyer may have against Seller.  Acceptance of merchandise by Buyer after inspection shall not release or discharge Seller's liability in damages or other legal remedy for breach of promise or warranty, expressed or implied, with respect to merchandise ordered hereunder.  The Seller shall have on file at its plant and retain for 10 years, available for Buyer’s audit, adequate data showing the presence in each article, including all components and raw materials incorporated therein, of the physical and chemical properties required by the applicable specification.

6)     TERMINATION AT OPTION OF BUYER:  (a) Buyer may terminate its purchase obligations hereunder, in whole or in part, at any time, with or without cause, by a written notice of termination to Seller.  Buyer shall have such right to termination notwithstanding the existence of an excusable delay of Section 7.

Upon receipt of the notice of termination, Seller, unless otherwise directed by Buyer, shall (i) terminate promptly all work under this Order; (ii) transfer title and deliver to Buyer the finished work, the work in process, and the parts and materials which Seller produced or acquired in accordance with this purchase order and which Seller cannot use in producing goods for itself or for others; (iii) settle all claims by subcontractors for actual costs that are rendered unrecoverable by such termination; and (iv) take actions reasonably necessary to protect property in Seller's possession in which Buyer has an interest.

1. termination by Buyer under this Section, Buyer's obligation to Seller shall be: (i) the Order price for all finished work and completed services which conform to the requirements of the Order; and (ii) Seller's actual cost of the work in process and parts and materials transferred to Buyer in accordance with subsection (b) (ii) hereof. In no event shall Buyer's obligations exceed those Buyer would have had to Seller in the absence of termination.

Seller shall furnish to Buyer, within one month after the date of termination, Seller's termination claim, which shall consist exclusively of the items of Buyer's obligation to Seller that are listed in subsection (b) hereof. Buyer may audit Seller's records, before or subsequent to payment, to verify amounts requested in Seller's termination claim. Buyer shall have no obligation to Seller if Buyer terminates its purchase obligations due to default of Seller.